Common use of Perfection of Accounts Clause in Contracts

Perfection of Accounts. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code) in the Accounts (as defined in the Cash Management Agreement) in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold or otherwise conveyed the Accounts; (b) The Accounts constitute "deposit accounts" or "securities accounts" within the meaning of the Uniform Commercial Code, as set forth in the Cash Management Agreement; (c) Pursuant and subject to the terms hereof, Agent has agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Accounts and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Accounts are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to Agent's complying with instructions with respect to the Accounts from any Person other than Lender.

Perfection of Accounts. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code) in the Accounts (as defined in the Cash Management Agreement) in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold or otherwise conveyed the Accounts; (b) The Accounts constitute "“deposit accounts" ” or "“securities accounts" ” within the meaning of the Uniform Commercial Code, as set forth in the Cash Management Agreement; (c) Pursuant and subject to the terms hereof, Agent has agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Accounts and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Accounts are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to Agent's ’s complying with instructions with respect to the Accounts from any Person other than Lender.

Perfection of Accounts. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code) in the Accounts (as defined in Clearing Account and the Cash Management Agreement) Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted EncumbrancesDocuments, Borrower has not sold sold, pledged, transferred or otherwise conveyed the AccountsClearing Account and the Cash Management Account; (b) The Accounts Clearing Account and the Cash Management Account constitute "“deposit accounts" ” or "“securities accounts" ” within the meaning of the Uniform Commercial Code, as set forth in the Cash Management Agreement; (c) Pursuant and subject to the terms hereofof this Agreement and the other Loan Documents, Agent has Clearing Bank and Cash Management Bank have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Accounts Clearing Account and the Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Accounts Clearing Account and the Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to Agent's Clearing Bank or Cash Management Bank complying with instructions with respect to the Accounts Clearing Account or the Cash Management Account from any Person other than Lender.

Perfection of Accounts. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code) in the Accounts (as defined in the Cash Management Agreement) in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold or otherwise conveyed the Accounts; (b) The Accounts constitute "“deposit accounts" ” or "“securities accounts" ” within the meaning of the Uniform Commercial Code, as set forth in the Cash Management Agreement; (c) Pursuant and subject to the terms hereof, Agent has agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Accounts and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Accounts are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to Agent's ’s complying with instructions with respect to the Accounts from any Person other than Lender.

Perfection of Accounts. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the Cash Management Agreement and the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code) in the Accounts Debt Service Account and any related sub-account (as defined set forth in the Cash Management Agreement) (hereinafter referred to as “Accounts”) in favor of LenderLender as more fully set forth in the Cash Management Agreement, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold sold, pledged, transferred or otherwise conveyed the Accounts; (b) The Accounts constitute "“deposit accounts" ” or "securities “security accounts" ” within the meaning of the Uniform Commercial Code, Code as set forth in the Cash Management Agreement;. (c) Pursuant and subject to the terms hereofhereof and the Cash Management Agreement, Borrower has caused Agent has agreed to agree to comply with all written instructions originated by Lender, without further consent by Borrower, directing disposition of the Accounts and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Accounts are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to Agent's Agent complying with instructions with respect to the Accounts from any Person other than Lender.

Perfection of Accounts. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the Cash Management Agreement and the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial CodeCode in effect in the State of New York) in the Accounts Debt Service Account and any related sub-account (as defined set forth in the Cash Management Agreement) (hereinafter referred to as “Accounts”) in favor of LenderLender as more fully set forth in the Cash Management Agreement, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from BorrowerBorrower or any other Loan Party. Other than in connection with the Loan Documents and except for Permitted Encumbrances, neither Borrower nor any other Loan Party has not sold sold, pledged, transferred or otherwise conveyed the Accounts; (b) The Accounts constitute "“deposit accounts" ” or "securities “security accounts" ” within the meaning of the Uniform Commercial Code, Code as set forth in effect in the Cash Management AgreementState of New York; (c) Pursuant and subject to the terms hereofhereof and the Cash Management Agreement, Agent has agreed to comply with all written instructions originated by Lender, without further consent by BorrowerBorrower or any other Loan Party, directing disposition of the Accounts and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Accounts are not in the name of any Person other than BorrowerBorrower (or another Loan Party), as pledgor, or Lender, as pledgee. Neither Borrower nor any other Loan Party has not consented to Agent's Agent complying with instructions with respect to the Accounts from any Person other than Lender.

Perfection of Accounts. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan DocumentsCash Management Agreement, create creates a valid and continuing security interest (as defined in the Uniform Commercial CodeCode of the State of New York) in the Accounts Deposit Account (as defined set forth in the Cash Management Agreement) (hereinafter referred to as “Accounts”) in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold sold, pledged, transferred or otherwise conveyed the Accounts; (b) The Accounts constitute "“deposit accounts" ” or "“securities accounts" ” within the meaning of the Uniform Commercial CodeCode of the State of New York, as set forth in the Cash Management Agreement; (c) Pursuant and subject to the terms hereof, Agent has agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Accounts and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Accounts are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to Agent's Agent complying with instructions with respect to the Accounts from any Person other than Lender.

Perfection of Accounts. Borrower Parties hereby represents represent and warrants warrant to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial CodeUCC) in the Accounts (as defined in the Mezzanine Cash Management Agreement) in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrowereither Borrower Party. Other than in connection with the Loan Documents and except for Permitted EncumbrancesEncumbrances and Permitted Debt, neither Borrower Party has not sold or otherwise conveyed the Accounts; (b) The Accounts constitute "“deposit accounts" ” or "“securities accounts" ” within the meaning of the Uniform Commercial CodeUCC, as set forth in the Mezzanine Cash Management Agreement; (c) Pursuant and subject to the terms hereof, Agent has agreed to comply with all instructions originated by Lender, without further consent by Borrowereither Borrower Party, directing disposition of the Accounts and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Accounts are not in the name of any Person other than Borrowerthe Borrower Parties, as pledgorpledgors, or Lender, as pledgee. Neither Borrower Party has not consented to Agent's ’s complying with instructions with respect to the Accounts from any Person other than Lender.

Perfection of Accounts. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create The Cash Management Agreement creates a valid and continuing security interest (as defined in the Uniform Commercial Code) in the Accounts (as defined in the Cash Management Agreement) in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted EncumbrancesDocuments, Borrower has not sold or otherwise conveyed the Accounts; (b) The Accounts constitute "“deposit accounts" ” or "“securities accounts" ” within the meaning of the Uniform Commercial Code, as set forth in the Cash Management Agreement;; and (c) Pursuant and subject to the terms hereof, Agent has agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Accounts and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Accounts are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to Agent's ’s complying with instructions with respect to the Accounts from any Person other than Lender, its successors and assigns.

Perfection of Accounts. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code) in the Accounts (as defined in the Cash Management Agreement) and the Clearing Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted EncumbrancesDocuments, Borrower has not sold or otherwise conveyed the AccountsAccounts or the Clearing Account; (b) The Accounts and the Clearing Account constitute "“deposit accounts" or "” and the Accounts constitute “securities accounts" ” within the meaning of the Uniform Commercial Code, as set forth in the Cash Management Agreement; (c) Pursuant and subject to the terms hereofhereof and the Clearing Agreement, Agent Clearing Account Bank has agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Accounts Clearing Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Accounts and the Clearing Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to Agent's Clearing Account Bank complying with instructions with respect to the Accounts Clearing Account from any Person other than Lender.

Perfection of Accounts. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code) in the Accounts (as defined in the Cash Management Agreement) in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted EncumbrancesDocuments, Borrower has not sold or otherwise conveyed the Accounts; (b) The Accounts constitute "deposit accounts" or "securities accounts" within the meaning of the Uniform Commercial Code, as set forth in the Cash Management Agreement; (c) Pursuant and subject to the terms hereofCash Management Agreement, Agent has agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Accounts and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Accounts are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to Agent's complying with instructions with respect to the Accounts from any Person other than Lender.

Perfection of Accounts. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code) in the Accounts (as defined in the Cash Management Agreement) in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold or otherwise conveyed the Accounts; (b) The Accounts constitute "“deposit accounts" ” or "“securities accounts" ” within the meaning of the Uniform Commercial Code, as set forth in the Cash Management Agreement; (c) Pursuant and subject to the terms hereof, ; Agent has agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Accounts and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Accounts are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to Agent's ’s complying with instructions with respect to the Accounts from any Person other than Lender.

Perfection of Accounts. Borrower hereby represents and warrants to Lender thatthat upon the execution and delivery of the Cash Management Agreement by all parties thereto: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code) in the Accounts (as defined in the Cash Management Agreement) in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers (other than as expressly provided in Section 9-320 of the UCC) from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold or otherwise conveyed the Accounts; (b) The Accounts constitute "“deposit accounts" ” or "“securities accounts" ” within the meaning of the Uniform Commercial Code, as set forth in the Cash Management Agreement; (c) Pursuant and subject to the terms hereofof the Cash Management Agreement, Agent has agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Accounts and all sums cash, securities, instruments or other financial assets at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Accounts are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to Agent's ’s complying with instructions with respect to the Accounts from any Person other than Lender.

Perfection of Accounts. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code) in the Accounts (as defined in the Cash Management Agreement) in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted EncumbrancesDocuments, Borrower has not sold or otherwise conveyed the Accounts; (b) The Accounts constitute "“deposit accounts" ” or "“securities accounts" ” within the meaning of the Uniform Commercial Code, as set forth in the Cash Management Agreement; (c) Pursuant and subject to the terms hereofCash Management Agreement, Agent has agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Accounts and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Accounts are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to Agent's ’s complying with instructions with respect to the Accounts from any Person other than Lender.

Perfection of Accounts. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create creates a valid and continuing security interest (as defined in the Uniform Commercial CodeCode of the State of Delaware) in the Accounts (as defined in the Cash Management Agreement) Mezzanine Debt Service Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold sold, pledged, transferred or otherwise conveyed the AccountsMezzanine Debt Service Account; (b) The Accounts constitute "Mezzanine Debt Service Account constitutes “deposit accounts" ” or "“securities accounts" ” within the meaning of the Uniform Commercial Code, as set forth in Code of the Cash Management AgreementState of Delaware; (c) Pursuant and subject to the terms hereof, Mezzanine Agent has agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Accounts Mezzanine Debt Service Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Accounts are Mezzanine Debt Service Account is not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to Agent's Mezzanine Agent complying with instructions with respect to the Accounts Mezzanine Debt Service Account from any Person other than Lender.

Perfection of Accounts. Borrower Borrowers hereby represents represent and warrants warrant to Lender that: (a) This Agreement, together with the other Loan Documents, Documents create a valid and continuing security interest (as defined in the Uniform Commercial Code) in the Accounts (as defined in the Cash Management Agreement) in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and the Guaranty Security Documents and except for Permitted Encumbrances, Borrower has not sold or otherwise conveyed the Accounts; (b) The Accounts constitute "“deposit accounts" ” or "“securities accounts" ” within the meaning of the Uniform Commercial Code, as set forth in the Cash Management Agreement; (c) Pursuant and subject to the terms hereofof the Cash Management Agreement, Agent has agreed to comply with all instructions originated by Lender, without further consent by BorrowerBorrowers, directing disposition of the Accounts and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Accounts are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has Borrowers have not consented to Agent's ’s complying with instructions with respect to the Accounts from any Person other than Lender.

Perfection of Accounts. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, Documents create a valid and continuing security interest (as defined in the Uniform Commercial Code) in the Accounts (as defined in the Cash Management Agreement) in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and the Guaranty Security Documents and except for Permitted Encumbrances, Borrower has not sold or otherwise conveyed the Accounts; (b) The Accounts constitute "“deposit accounts" ” or "“securities accounts" ” within the meaning of the Uniform Commercial Code, as set forth in the Cash Management Agreement; (c) Pursuant and subject to the terms hereofof the Cash Management Agreement, Agent has agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Accounts and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Accounts are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to Agent's ’s complying with instructions with respect to the Accounts from any Person other than Lender.

Perfection of Accounts. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code) in the Accounts (as defined in Clearing Account and the Cash Management Agreement) Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, Liens and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted EncumbrancesDocuments, Borrower has not sold sold, pledged, transferred or otherwise conveyed the AccountsClearing Account and the Cash Management Account; (b) The Accounts Clearing Account and the Cash Management Account constitute "“deposit accounts" ” or "“securities accounts" ” within the meaning of the Uniform Commercial Code, as set forth in the Cash Management Agreement; (c) Pursuant and subject to the terms hereofof this Agreement and the other Loan Documents, Agent has Clearing Bank and Cash Management Bank have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Accounts Clearing Account and the Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Accounts Clearing Account and the Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to Agent's Clearing Bank or Cash Management Bank complying with instructions with respect to the Accounts Clearing Account or the Cash Management Account from any Person other than Lender.

Perfection of Accounts. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create creates a valid and continuing security interest (as defined in the Uniform Commercial CodeCode of the State of Delaware) in the Accounts (as defined in the Cash Management Agreement) Junior Mezzanine Debt Service Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold sold, pledged, transferred or otherwise conveyed the AccountsJunior Mezzanine Debt Service Account; (b) The Accounts constitute "Junior Mezzanine Debt Service Account constitutes “deposit accounts" ” or "“securities accounts" ” within the meaning of the Uniform Commercial Code, as set forth in Code of the Cash Management AgreementState of Delaware; (c) Pursuant and subject to the terms hereof, Junior Mezzanine Agent has agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Accounts Junior Mezzanine Debt Service Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Accounts are Junior Mezzanine Debt Service Account is not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to Agent's Junior Mezzanine Agent complying with instructions with respect to the Accounts Junior Mezzanine Debt Service Account from any Person other than Lender.

Perfection of Accounts. Borrower hereby represents and warrants to Lender thatthat upon the execution and delivery of the Cash Management Agreement by all parties thereto, and assuming that the Accounts have been established pursuant to the Cash Management Agreement: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code) in the Accounts (as defined in the Cash Management Agreement) in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers (other than as expressly provided in Section 9-320 of the UCC) from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold or otherwise conveyed the Accounts; (b) The Accounts constitute "“deposit accounts" ” or "“securities accounts" ” within the meaning of the Uniform Commercial Code, as set forth in the Cash Management Agreement; (c) Pursuant and subject to the terms hereofof the Cash Management Agreement, Agent has agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Accounts and all sums cash, securities, instruments or other financial assets at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Accounts are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to Agent's ’s complying with instructions with respect to the Accounts from any Person other than Lender.

Perfection of Accounts. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, Documents create a valid and continuing security interest (as defined in the Uniform Commercial Code) in the Accounts (as defined in the Cash Management Agreement) in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold or otherwise conveyed the Accounts; (b) The Accounts constitute "“deposit accounts" ” or "“securities accounts" ” within the meaning of the Uniform Commercial Code, as set forth in the Cash Management Agreement; (c) Pursuant and subject to the terms hereofof the Cash Management Agreement, Agent has agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Accounts and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Accounts are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to Agent's ’s complying with instructions with respect to the Accounts from any Person other than Lender.

Perfection of Accounts. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan DocumentsDocuments (once recorded and/or filed, as appropriate), create a valid and continuing security interest (as defined in the Uniform Commercial Code) in the Accounts (as defined in the Cash Management Agreement) in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold or otherwise conveyed the Accounts; (b) The Accounts constitute "“deposit accounts" ” or "“securities accounts" ” within the meaning of the Uniform Commercial Code, as set forth in the Cash Management Agreement; (c) Pursuant and subject to the terms hereof, Agent has and Clearing Account Agent have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Accounts and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Accounts are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to Agent's ’s or Clearing Account Agent’s complying with instructions with respect to the Accounts from any Person other than Lender.

Perfection of Accounts. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code) in the Accounts (as defined in and the Cash Management Agreement) Control Account in favor of Lender, which security interest is interests are prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, neither Borrower nor any other Person has not sold or otherwise conveyed the AccountsAccounts or the Control Account; (b) The Accounts and the Control Account constitute "“deposit accounts" ” or "“securities accounts" ” within the meaning of the Uniform Commercial Code, as set forth in the Cash Management Agreement; (c) Pursuant and subject to the terms hereofof the Loan Documents, Agent (or in the case of the Control Account from and after an Event of Default, Account Control Bank), has agreed to comply with all instructions originated by Lender, without further consent by BorrowerBorrower or Operating Tenant, directing disposition of the Accounts (or the Control Account) and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Neither the Accounts nor the Control Account are not in the name of any Person other than BorrowerBorrower or Operating Tenant, as pledgor, or Lender, as pledgee. Borrower has or Operating Tenant have not consented to (x) Agent's ’s complying with instructions with respect to the Accounts and (y) from and after an Event of Default, Account Control Bank’s complying with instructions with respect to the Control Account, from any Person other than Lender.